1. A major transaction is a transaction (including a loan, credit, pledge, surety) or several interrelated transactions related to the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 or more percent of the book value of the company's assets, determined according to his accounting statements as of the last reporting date, with the exception of transactions concluded in the normal course of business of the company, transactions related to the placement by subscription (sale) of the company's ordinary shares, and transactions related to the placement of equity securities convertible into ordinary shares of the company. The charter of a company may also establish other cases in which the procedure for approval of major transactions provided for by this Federal Law applies to transactions made by the company.
In the event of alienation or the possibility of alienation of property, the book value of the company's assets is compared with the value of such property, determined from the data accounting, and in the case of the acquisition of property - the price of its acquisition.
2. For the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.
1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.
2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company's assets, is taken by all members of the board of directors (supervisory board) of the company unanimously, and the votes of the retired members of the board of directors (supervisory board) are not taken into account. ) society.
If unanimity of the board of directors (supervisory board) of the company on the issue of approving a major transaction is not achieved, by decision of the board of directors (supervisory board) of the company, the issue of approving the major transaction may be submitted to the general meeting of shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority of votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company's assets, is adopted by the general meeting of shareholders by a majority of three quarters of votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
4. The decision to approve a major transaction must indicate the person (persons) who is its party (parties), beneficiary (beneficiaries), price, subject of the transaction and other essential conditions.
5. If a major transaction is at the same time an interested party transaction, only the provisions of Chapter XI of this Federal Law shall apply to the procedure for its execution.
6. A major transaction concluded in violation of the requirements of this article may be invalidated at the suit of the company or shareholder.
7. The provisions of this article do not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body.
A joint stock company is a fairly common type of commercial organization. The activities of such instances are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.
Scope of the law
What is a joint stock company according to Law 208-FZ? In the second article of the normative act, a definition is given, in accordance with which, such a society is called commercial organization, the authorized capital of which is divided into several parts in the form of special shares. These shares are in the hands of the members of the society.
FZ "On joint stock companies"was created to regulate the processes for the formation, reorganization, liquidation and registration of the instances in question. The provisions of the law enshrine the rules on the powers, functions, duties and rights of shareholders that make up the organization. legal position joint-stock company, the freedoms, rights and interests of its members are fixed. The provisions of the law apply to all joint stock companies located on the territory Russian Federation.
General provisions of the law
The concept and legal status of a joint stock company are enshrined in article 2 of the submitted normative act. According to the law, such a company is a legal entity and has a number of civil rights and responsibilities. Members of the society should not be held liable for the obligations of the organization. However, they all bear the risk of loss that may be associated with their professional activities... The limits of this risk cannot be greater than the value of the shares purchased by the shareholders.
All shareholders are required to be held generally liable for underpaid shares. At the same time, members of the company have the opportunity to take back their shares without the consent of other members of the organization.
According to the law, any creation of a joint-stock company is not possible without obtaining a special permit and a certificate of registration from higher government bodies. Any authority of the stock type must have its own seal, letterhead, logo and stamps.
Provision of information
According to Article 4 of the Federal Law under consideration, any joint-stock company must have a corporate name in Russian - in full or in abbreviated form. The name of the organization should briefly describe the type of its professional activity. In addition to the name, the society must provide and full information about your location. Moreover, the indicated at state registration the data should not contradict the real location of the organization. 
Article 3 of the law deals with the responsibility of the public. So, an organization of a joint-stock type must be responsible for all the functions and obligations assigned to it. At the same time, the society itself is not responsible for the obligations of its members.
The shareholders themselves may also be held liable. Thus, members of the organization must pay subsidies in cases where the company is declared insolvent due to improper actions of its shareholders. State bodies are not responsible for the obligations of the company.
Types of society
Articles 5-7 of the considered normative act provide the main examples of joint-stock companies. According to article 7, the organizations in question can be of a public or non-public nature. This is reflected in the charter and the name of the company. A public company (PJSC) conducts all operations by open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited number of persons. The most striking example of PJSC is the Rosseti company, which provides services for the distribution of electricity throughout the country. This is a fairly well-known and large organization, and therefore its shares are open and available for access to any citizens. An example of a closed joint stock company is a retail chain, a trading joint-stock company "Tander", which provides products to Russian stores of one well-known brand. 
Article 6 provides another classification. Here it comes on examples of joint stock companies of dependent and subsidiary type. A subsidiary organization is in the event that there is another company that determines the decisions of the first organization, that is, a subsidiary. A similar system operates with dependent organizations. Here the dominant society has more than 20% of the dependent. A striking example subsidiary - federal passenger company, dependent on the joint-stock company "Russian railways"There are quite a few dependent societies throughout the country. As a rule, these are regional branches of gas or oil companies.
On the establishment of a joint stock company
What the federal law"On joint-stock companies" says about the procedure for the formation of joint-stock type organizations? According to Article 8, a company can be created both "from scratch" and by reorganizing an existing legal entity. Reorganization can take the form of splits, transformations, merges, and separations. The organization can be considered finally formed only after the conclusion of the state registration of the joint stock company.
Article 9 of the considered normative act refers to the establishment of a company. It is easy to guess that the establishment is possible only with the active participation of the founder. The decision on the formation of a society is made at a special constituent assembly by voting or by one person alone (if there is only one founder).
About reorganization
Article 15 of the regulatory act under consideration refers to the procedure for carrying out reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the provisions of the Federal Law. The main feature of the presented process is the status of a natural monopoly in the reorganized entity, more than 25% of the shares of which are fixed in the ownership of the federation. 
As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. As in the case of the creation of a company, the reorganization process is recognized only after the corresponding state registration.
About the public charter
An important place in the legal status of a joint-stock company is occupied by the charter. According to article 11 of the considered normative act, it is adopted at the constituent assembly according to the constituent document. The requirements of the charter are formed by the members of the organization, after which they become generally binding for all shareholders.
What should the charter contain? The law indicates the following provisions:
- location of the organization;
- company name;
- cost, categories and types of preferred shares, as well as their number;
- the size of the authorized public capital;
- the rights of members of the organization;
- the procedure for the formation and implementation of general meetings of shareholders, the date and place of the meetings;
- the structure of the company's management bodies, the procedure for making decisions;
- other provisions consistent with the considered Federal Law and the Civil Code.
Thus, the organizational charter must contain the specifics of the legal status of the joint stock company.
About the authorized capital
Article 25 of the normative act under consideration establishes the norms concerning the authorized capital and shares. According to the law, the organization has the right to place ordinary shares and several preferred ones. Moreover, they are all non-documentary in nature. The par value of ordinary shares must be the same. As soon as a society is formed, all shares must pass into the ownership of its members. There are also fractional shares, a certain number of which can be one specific share. They are in circulation on a par with the usual. 
In accordance with the regulation, the value of preferred shares must not exceed 25% of the authorized public capital. Public companies may not place them if the value of such shares is lower than ordinary ones.
The authorized capital consists of the total value of all shares of the organization that were acquired by the members of the company.
Shareholders
The legal status of joint stock companies is, for the most part, the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter must provide, form and store the register of shareholders, which is filled in immediately after the registration of the organization. The rights to the shares of one or another shareholder are confirmed by issuing a special extract, which is not a security.
According to article 47, the highest body in the system of a joint stock company is the meeting of shareholders. It should be summoned annually. What questions does such a meeting raise? The law stipulates the problems of the ownership of a joint-stock company, the election of the board of directors, revision and audit commissions, etc. The competence of the meeting also includes issues of reorganization and liquidation of the company, amendments to the charter, increase or decrease in authorized capital, etc.
The board of directors is also called the supervisory board. This authority is engaged in the management of the activities of the entire organization, its members and the assets of the joint-stock company.
Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory committee is elected every year by voting at the shareholders' meeting. Everything here depends on exactly what provisions are spelled out in the organization's charter. 
The competence of the board of directors includes determining and implementing priority areas, calling meetings, approving agendas, placing additional shares, etc.
Control over a joint stock company
For internal control over the professional activities of the organization, revision and audit commissions are created. Auditors check financial statements, that is, they work with the accounting staff. As a result, they give a special assessment. The auditors control the economic activities of the organization. Each of them is included in the corresponding commission, which is elected annually at the meeting of shareholders.
Both the audit and audit commission should act only in strict accordance with the legislation of the Russian Federation.
On liquidation of a joint-stock company
The liquidation process of a joint-stock organization must be strictly voluntary. According to article 21, final liquidation is only possible by a court order.
What does the liquidation process entail? The Company completely ceases to exercise its powers without the right to transfer duties to other persons in the order of succession. Voluntary liquidation processes begin with the convocation of the board of directors of the joint stock company. The agenda includes the question of removing the company and appointing a liquidation commission. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission also include timely presentation at court sessions. 
Article 22 of the Federal Law "On the Legal Status of Joint Stock Companies" refers to the procedure for the liquidation of the organizations in question. If the company has no obligations to third-party organizations, then all of its property is distributed among the shareholders. The remaining payments to creditors are made, the liquidation balance is calculated. And society is shutting down.
Law 208-FZ "On Joint Stock Companies" was recently supplemented with several provisions concerning the right to pre-emptive purchase of shares, repurchase of securities and the organization of meetings.
The main constituent document of the JSC is the charter. It may provide for the possibility of participating in the management of public legal entities: that is, the Russian Federation, its subject or municipality.
This special right has received the name of the "golden share".
A joint stock company can be voluntarily reorganized by any of possible ways with the introduction of appropriate changes to the Unified State Register of Legal Entities:
- merger;
- accession;
- division;
- selection;
- transformation.
Shares and other securities
The participant's right to claim against the company is confirmed by securities. The most important of these will be promotions.
Their total cost determines the size of the authorized capital of the company. Its minimum size for a public JSC is 100,000 rubles. Promotions can be:
- ordinary and privileged;
- whole and fractional.
The owners of ordinary shares can participate in the general meeting and vote on the issues submitted to it, thereby participating in the management of the company.
Preferred shares (an example of this type of securities can be clearly seen in joint-stock companies, for example, and) do not give voting rights. But on the other hand, a larger amount of dividends is assigned for them, which are paid first.
Preferred shares can be converted into ordinary shares, but the reverse process is impossible.
In addition to shares, the company is entitled to issue other securities, in particular bonds.
The repayment of such obligations is made in monetary form or by shares (conversion). This possibility should be provided for in the release decision.
The share gives the right to receive part of the company's profit -. They can be paid once a year or more often, for example, quarterly.
The decision on this is made by the general meeting. The amount of payments is proposed by the board of directors based on the profit received.
Dividends are transferred to the account of the shareholder in non-cash form.
Securities can be sold or transferred from one owner to another in another way.
Any changes are reflected in the register of shareholders, which the legal entity is required by law to maintain.
A person's right to shares is confirmed by an extract, which is not a security in itself.
Management bodies of JSC and their competence
A large joint-stock company may include up to several hundred thousand shareholders.
Moreover, their composition is constantly changing. Therefore, governing bodies are needed to conduct commercial activities. According to the law, they are:
- general meeting;
- Board of Directors;
- board (directorate);
- auditor and auditor.
General meeting
The general meeting of shareholders is the main governing body. It is held annually, and if necessary, an extraordinary one can be called.
The competence of the general meeting includes making decisions on such issues as:
- any changes to the bylaws;
- reorganization and liquidation;
- election of other governing bodies;
- approval of the number, value and type of shares;
- changing the size of the charter capital;
- payment of dividends;
- approval of a number of transactions, etc.
The transfer of the competence of the general meeting to other bodies is impossible. As well as the reverse process.
Each of the bodies makes decisions strictly within the framework of its competence.
The board of directors, or supervisory board, carries out general management of the affairs of the company.
For small companies with fewer than 50 shareholders, the creation of such a body is optional.
His powers are transferred to the general meeting. This is an exception to the general rule.
The Board of Directors has the following competence:
- determines the general development strategy;
- convenes general meetings;
- places shares;
- issues recommendations on the value of shares, the amount of dividends, remuneration to the auditor, etc .;
- approves the annual report;
- approves major transactions;
- decides on participation or withdrawal from other legal entities.
Executive bodies
Both the sole body - the general director and the collegial body - the management board can manage the execution of decisions of the board of directors and the general meeting.
In any case, he will be accountable to the board of directors and the general meeting. The Director General does not have to be one of the shareholders.
Moreover, it may even be an organization, which these powers will be transferred by the decision of the general meeting.
The director or the board organizes the implementation of those decisions that were made by the higher authorities. Operational management is in their competence.
If the company incurs losses due to the fault of the executive body, its members are responsible for this. It is established by civil law.
Latest version of the law: fundamental innovations
Changes that count latest revision, more than two dozen. They concern such important aspects activities of JSC, as:
- general meeting;
- the right to preemptive purchase of shares;
- redemption at the request of shareholders by a securities company.
Most of the amendments concern modern ways communication to inform the members of the society.
The law provides for the ability to send notifications about the time and place of the meeting by e-mail and via SMS.
That does not negate the ability to publish ads in newspapers and on the website of the society.
Use modern facilities the shareholders themselves will be able to communicate. Since June 2016, they do not have to attend the meeting in person.
They may well participate through "information and communication technologies". That is, in the format of a video call, webinar, conference, etc.
In the form of a file with an electronic digital signature (EDS), a shareholder can send a statement about the desire to use the preemptive right to purchase shares.
But only if it is registered in the registry.
The second group of amendments is related to the timing of extraordinary meetings.
So, less time is allotted by law for their preparation, identification of potential participants, notification of shareholders.
Moreover, in connection with the addition of new communication methods, the address of the site for voting and e-mail for sending the ballot was added to the information required for inclusion in the message about the meeting.
Absentee participation is equivalent to full-time participation if the participant has registered (including on the website), submitted a completed ballot 2 days before the date of the meeting, otherwise he notified the society of his voting through a nominee holder.
The lists of holders of the pre-emptive right to purchase shares have been clarified.
These include those shareholders whose names were on the lists at the date of the meeting where the issue of additional issue was decided.
And those whose data were included in this list 10 days after the decision of the board of directors.
And the list of shareholders entitled to demand the repurchase of shares is drawn up not before, but after the general meeting, taking into account the requirements presented by the participants.
The law also relieved JSCs of the need to provide different kinds certificates and extracts to potential participants in general meetings.
From now on, this is the responsibility of the registrar, which should be contacted.
These are, in brief, the main innovations in Law 208-FZ "On Joint Stock Companies".
Lawyer Live. Changes in the work of joint stock companies from July 1, 2016
Law 208-FZ "On Joint Stock Companies": detailed information about JSC and last changes the law
What it is? The answer to this question will be of interest not only to students who, by the nature of their occupations, study a certain subject, but also to citizens of our country who have a more or less active social position.
The article will tell you about this complex and at the same time simple concept.
How joint stock companies developed. Briefly about the important
The first joint stock company on the territory of our country was the Russian Trading Company. It was formed in 1757 in Constantinople. Its capital consisted of shares, shares were called shares and had the form of a ticket, which certified the ownership of shareholders and freely circulated on the market. The legislation that regulated the activities of societies consisted of royal decrees.
The heyday of joint-stock companies falls on the middle of the 19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of pace economic development, and the circulation of securities is developing unprecedentedly quickly.
V soviet period societies as such practically ceased their activities.
Modern Russia has a 20-year history of the formation of joint-stock companies. Go to market economy demanded the adoption of new ones to regulate relations in the sphere of private property and forms of its management.
Today joint stock companies occupy a leading place in the system of economic relations. Because it is precisely the joint-stock company that makes it possible to combine the capitals of many investors to create a new independent economic entity.
Joint-stock company: what it is and its essence
A joint stock company is an economic entity carrying out commercial activities. Profit is the main goal of creating joint stock companies, and complete financial and economic independence in making managerial decisions only contributes to the achievement of the result.
Authorized capital joint stock company is divided into shares. The members of the company (shareholders) bear the risk of losses from economic activities within the value of the shares that they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment for securities. The essence of a joint-stock company is that shareholders are the owners of the company, but not the owners of property. The property belongs to the society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent in it: name, seal. He can, on his own behalf, take part in court hearings as a party to the case and as a third party, have his own account in bank institutions and separate property. The founders of a society can be both physical and legal entities, the number of which is not limited.
You can often hear the phrase "closed or open joint stock company". What it is? According to the legislation, companies can be both open, that is, conducting an open subscription to the issue of shares and freely tradable, and closed - the shares of which are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which makes it possible to neutralize the risks of securities fraud.
What regulatory acts govern the activities of joint stock companies
Important normative document- this is the civil code of the Russian Federation, in particular chapter 4 of the document. A special act is the Federal Law "On Joint Stock Companies" of 1995, with fresh amendments adopted in 2014. Normative acts determine the legal status and procedure for the creation of both the company itself and its management bodies, authorized capital, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other equally important issues.
This law is far from single document related to Joint Stock Companies. The issue and circulation of shares that are securities are regulated by the law "On the Securities Market" and the Federal Law "On the Protection of the Rights and Legal Interests of Investors in the Securities Market".
How the authorized capital is formed
The authorized capital of a joint-stock company is made up of the amount of shares bought out by its shareholders. Determines the minimum value of the property of the company, of which it is the owner. The authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of the authorized capital, which currently amounts to 1000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital can be increased or decreased. This decision is made by the shareholders at the general meeting.
How is management
Management of a joint stock company is multi-stage and diverse.
The supreme body that makes the most important decisions on activities is undoubtedly the general meeting of shareholders. On it, among other issues, the annual report is approved, for shareholders, decisions on liquidation and reorganization are made. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law "On Joint Stock Companies" and cannot be transferred to the board of directors.
The executive body that manages the activities on current day-to-day issues is the director or directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.
Basic rights of shareholders
Shareholders of a joint-stock company have the following basic rights:
Participation in management. It takes place by voting at each general meeting on issues that are within its competence.
Receiving income as dividends.
The right to receive a share of the company's property in the event of termination of its activities and liquidation.
Depending on the scope of the granted rights, shares of a joint-stock company can be ordinary and preferred.
Preferred shares give their holders a fixed amount of dividends and the right to pay them first, but restrict the right to manage the company.
Society documents. Disclosure of information on activities
The main document is the charter, on the basis of which the enterprise carries out its activities. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.
The Law on Joint Stock Companies requires that shareholders, upon their request, be provided with documents containing information about the activities. Business papers to be provided to shareholders include:
Annual report;
Internal documents;
Documentation reflecting accounting and reporting.
The order of the organization of the society. Distribution of shares
The company is organized by the birth of a new economic entity as a legal entity, or by reorganizing an existing one. The decision to establish it is made by its founders at the constituent assembly. Both individuals and legal entities can become organizers. The number of founders of an open company is not limited; when a closed company is established, there should be no more than fifty of them.
When a company is created, its shares are distributed among the founders. The Law on Joint Stock Companies (its new edition) states that the obligation to register the issue of shares distributed between the founders must be fulfilled by the company within one month from the date of registration.
Liquidation procedure
The company can be liquidated on a voluntary basis by making a decision on this at a meeting supreme body management or by court order. When a decision is made to liquidate on a voluntary basis, all powers to manage the company are transferred to the liquidation commission, which, from the moment of its appointment, heads the joint-stock company. What is a liquidation commission, and what are its powers? This body assumes all the burdens associated with the search and identification of creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property in order to cover debts and settlements with counterparties, resolve the issue of dismissed employees and other financial and property issues.
The result of everything said. Today joint stock companies are the most developed and promising form of business in the Russian Federation. The position of society is determined by domestic legislation, which has already developed enough, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.
This is what it is, a joint-stock company, in general outline... It seems that after reading the article, the question "joint-stock company - what is it" will no longer be puzzling, and the essence of this complex organization will become clearer.
The President of Russia signed Federal Law No. 209-FZ dated 19.07.2018 “On Amendments to the Federal Law“ On Joint Stock Companies ”. The innovations are aimed at improving the management system of joint stock companies.The law entered into force on July 19, 2018, with the exception of certain provisions that enter into force at other times.
What is the essence of the new law?
The amendments affected the rules on audit commissions, general meeting of shareholders, interested party transactions, preferred shareholders, powers of the board of directors, etc.Why are the amendments made?
The law was developed in order to implement the action plan "Improving corporate governance"Approved by the order of the Government of Russia dated June 25, 2016 No. 1315-r. The innovations are intended to increase the level of protection of minority shareholders' rights and the quality of corporate governance in Russian joint stock companies. Thus, it is in the interests of minority shareholders that the deadline for announcing a general meeting of shareholders has been increased.What is the deadline now to announce the general meeting of shareholders?
The minimum period for notifying shareholders of a general meeting of shareholders has been increased from 20 to 21 days. At the same time, special deadlines for notifying shareholders have been preserved, which are used in a number of cases, for example, if the proposed agenda for an extraordinary general meeting of shareholders contains the issue of electing members of the board of directors.What has changed in the procedure for holding a general meeting of shareholders?
The amendments clarified the list of information that must be conveyed to the meeting participants in preparation for its holding:Only drafts of those internal documents of the company are submitted, which are subject to approval by the meeting;
The opinion of the audit commission and information about the candidates for its membership are provided only if the presence of the commission is mandatory according to the charter of the company;
Participants in the general meeting of a public joint stock company will need to submit an internal audit report. The rule on the compulsory nature of such an audit will start working on July 1, 2020.
In addition, the list of issues that must be considered at the annual meeting of shareholders includes the issue of distribution of profits (including payment (declaration) of dividends) and losses of the company based on the results of the reporting year.
How have the rules for the conduct of auditors been updated?
It is stipulated that control over the financial and economic activities of a joint-stock company can only be carried out by a collegial body: the audit commission. Previously, the Law also allowed for the possibility of electing an auditor. In companies in which an auditor has been elected on the day the above changes come into force, the provisions on the auditing commission shall apply to the auditor of such companies.The obligation of the audit commission in a joint-stock company is canceled. In public joint-stock companies, the audit commission is now mandatory only if its presence is provided for by the charter. The charter of a non-public joint-stock company can provide for the absence of an audit commission or its creation only in cases stipulated by the charter of such a company. A similar provision was included in the Civil Code of the Russian Federation back in September 2014. These provisions can be included in the charter of a non-public JSC by unanimous decision of all shareholders at the general meeting.
Did the amendments affect related-party transactions?
Yes, the criteria for transactions have been clarified, to which the rules on interested-party transactions do not apply due to non-exceeding 0.1% of the book value of the company's assets. Either the amount of the transaction, or the price or book value of the property, with the acquisition, alienation or the possibility of alienation of which the transaction is connected, must correspond to such a limit.Similar parameters (transaction amount, price or book value of property) are established for interested-party transactions, which must be approved by the general meeting by a majority vote of all disinterested shareholders - owners of voting shares.
At the same time, a new rule has been introduced, according to which the general meeting of shareholders is considered competent regardless of the number of disinterested shareholders taking part in it.
What changes are envisaged for the owners of preferred shares?
The criteria for establishing dividends have been clarified. Now in the charter, the amount of dividend on preferred shares can be determined by specifying it minimum size(for example, as a percentage of net profit). The amount of the dividend is not considered determined if only its maximum size... Also, preferred shareholders received the right to vote at the general meeting on issues, decisions on which, according to the Law on JSCs, must be taken by all shareholders unanimously.In addition, shareholders - owners of preferred shares of a certain type granted the right to vote at the general meeting when the provisions on declared preferred shares of this or another type are introduced into the charter of a JSC, the placement of which may lead to an actual decrease in the amount of dividend and (or) liquidation value, determined by the charter, paid on such shares.
The amendments clarified and expanded the rights and competence of the board of directors (supervisory board) of the company.A provision has been established that the annual report of the company, whose charter the issue of its approval is attributed to the competence of the board of directors, is subject to approval by the board of directors no later than 30 days before the date of the annual general meeting of shareholders. Previously, the law did not stipulate the term.
The Board of Directors has the right to form committees for preliminary consideration of issues within its competence. Clarifies the competence of the board of directors in terms of determining the amount of payment for the auditor's services and recommendations on the amount of remuneration and compensation paid to the members of the audit commission (auditor) of the company.
How will the activities of the JSC be monitored?
The obligation of a public JSC to organize risk management and internal control is introduced (this provision will come into force on 01.09.2018). The determination of the principles and approaches to the organization of risk management, internal control and internal audit in the company is referred to the competence of the board of directors.For non-public JSCs in matters related to internal audit, the law leaves freedom of choice.